As filed with the Securities and Exchange Commission on August 28, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TRITON INTERNATIONAL LIMITED
(Exact name of registrant as specified in its charter)
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Bermuda
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98-1276572
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Victoria Place, 5th Floor, 31 Victoria Street
Hamilton HM 10, Bermuda
(441) 294-8000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Carla L. Heiss
Senior Vice
President, General Counsel and Secretary
100 Manhattanville Road
Purchase, New York 10577
(914) 251-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
John P. Berkery, Esq.
Mayer Brown LLP
1221
Avenue of the Americas
New York, New York 10020
Telephone: (212) 506-2500
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this
Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered(1)
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Amount
to be
Registered(2)(3)
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Proposed
Maximum
Offering Price
Per Unit(2)(3)
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Proposed
Maximum
Aggregate
Offering Price(2)(3)
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Amount of
Registration Fee(4)
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Common shares, $0.01 par value per share, preference shares,
depositary shares, debt securities, warrants, subscription rights, purchase contracts and purchase units
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(1)
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Securities registered hereunder may be sold separately, together or as units with other securities registered
hereunder.
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(2)
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Omitted pursuant to Form S-3 General Instruction II.E.
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(3)
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We are registering an indeterminate number of common shares, preference shares and depositary shares and amount
of debt securities as may be issued upon conversion, exchange or exercise, as applicable, of any preference shares, depositary shares, debt securities, warrants or subscription rights or settlement of any purchase contracts or purchase units,
including such common shares or preference shares as may be issued pursuant to anti-dilution adjustments determined at the time of offering.
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(4)
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In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of
the entire registration fee.
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